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PTI US Towers Lease Agreement
AGREEMENT/CONTRACT ROUTING FORM This form along with the original executed agreement/contract must be submitted to the City Clerk's office before work may begin. Attachments noted must be included with this routing form and will be returned to the Department/Name listed below when routing has been completed. 9. APPROVAL ROUTING To Initials Date Department/Name: CMO/Craig Ruiz CR L/(' 2/17/22 Department Director: Chris Hazeltine ;:.;=:.: , : _. HR/Risk Management: Linda Shields )'� Director of Finance: Aaron Beanan , J City Attorney: Alan Fenstermacher City Manager: Chris Hazeltine City Clerk: Carrie Gallagher '/(_A 2/' 23 J 22 II. GENERAL INFORMATION To be completed by the Department/Project Manager. Project Name/Description: PTI US Towers Lease Agreement for City -owned Property Department: City Managers Office Purchase Type: 0 Bid Number: N/A Contract Amount: $ N/A Account Number: 114010-74610 Council Meeting Date: 12/7/21 Council Item #: 6 Agreement Dates: 12/7/21 Business Name: Phoenix Tower International Investments, LLC to 12/7/56 Contact Name: General Council Email: Phone No: Mailing Address: 999 Yamato Road, #100, Boca Raton FL 33421 700 Filer: ❑ Yes ❑✓ No Filer Name: Filer Email: (City Clerk will contact the contractor/consultant) III. AMENDMENTS Only complete if applicable. Check N/A if not applicable: ❑ N/A Original Term Date: New Start Date: New Term Date: Extension: out of Reason for Extension: New Dollar Amount $ Approved by Finance: ❑ Yes Council Meeting Date (if applicable): Council Item # (if applicable): Explanation of New Terms: LEASE AGREEMENT This Lease Agreement ("Lease") is entered into this day of DE - 2021 ("Effective Date"), by and between the City of Poway, a municipal corporation ("Landlord") and PTI US Towers II, LLC, having a mailing address of 999 Yamato Road, Suite 100, Boca Raton, Florida 33431 ("Tenant"). Background A. Landlord is the owner in fee simple of a parcel of land located in the City of Poway, San Diego County, State of California, legally described on the attached Exhibit A (the "Owned Premises"). The street address of the Owned Premises is 13875 Kirkham way, Poway, CA 92064. B. Tenant desires to lease space on a portion the Owned Premises for the uses set forth herein, more particularly and legally described on the attached Exhibit B (the "Leased Premises") C. Tenant acknowledges that the entire Owned Premises is leased to another entity ("Existing Tenant") for the purpose of automobile parking and storage, and Tenant agrees that its performance under this Lease must be conducted in a way that result in the least possible impacts upon the Existing Tenant, and does not interfere with the Existing Tenant's use or enjoyment of the Owned Premises. Landlord represents that its lease with the Existing Tenant allows this Lease of the Leased Premises to Tenant. D. Pursuant to Ordinance No. 848, for Specific Plan Amendment No. 19-002 and Resolution No. 21-080, Conditional Use Permit No. 19-002 (the "CUP"), for the Tower Facilities (as hereinafter defined) was approved by the Poway City Council on October 5, 2021. E. The parties, solely in an arrangement involving the lease of a portion of the Owned Premises from Landlord to Tenant, and not as a part of any land use decisions, including the CUP, desire to enter into this Lease on the terms and conditions set forth below F. Following the execution this Lease, the Tenant shall promptly cause a Memorandum of Lease to be recorded by the County of San Diego Recorder's Office in substantially the same form as attached hereto as Exhibit "D". Agreement In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. Landlord leases to Tenant and Tenant leases from Landlord a portion of the Owned Premises, the portion of the Owned Premises as more particularly described on Exhibit B (the "Leased Premises" or "Premises" as the context may require). Tenant intends to locate the Tower Facilities on the Leased Premises. The "Leased Premises" and the "Premises" shall include the right to install and maintain utility wires, poles, cables, conduits, and pipes (collectively, the "Appurtenant Facilities") over, under, or along a right of way extending between the Tower Facilities to the nearest appropriate utilities providers (collectively, "Utilities"); provided however, that the Appurtenant Facilities do not interfere with Landlord's use or the reasonable use of any tenant of any part of the Owned Premises existing as of the date Tenant commences construction of the Tower Facilities. Landlord reserves the right to require Tenant to permanently relocate ("Relocation") its facilities to another location on the Owned Premises. Any such Relocation shall be limited to one time only during the term of this Lease including any extension options, provided that the Relocation shall not be exercisable prior to the expiration of the initial term. Within fifteen (15) days after Tenant's receipt of Landlord's Relocation notice ("Relocation Notice"), the parties shall meet to identify and negotiate, in good faith, to agree upon a new location at the Owned Premises for the Leased Premises. The parties shall have a period of sixty (60) days after Tenant's receipt of the Relocation Notice within which to reach an agreement on the new location. Within thirty (30) days after such new location has been agreed upon Tenant shall commence obtaining all Governmental Approvals (as defined in Section 13 below) required for the Relocation. If no agreement is reached, Landlord shall in good faith designate the new location for the Leased Premises; provided however, that Tenant shall have the right to terminate this Lease if such location designated by Landlord is unacceptable to Tenant. Within thirty (30) days after such new location has been designated by Landlord, Tenant shall either give Landlord notice of its intent to terminate this Lease or commence obtaining all Governmental Approvals required for the Relocation. Tenant shall diligently pursue obtaining all such Governmental Approvals and Landlord, at no cost to Landlord, shall reasonably cooperate with Tenant in obtaining the same. In the event the Relocation is permitted pursuant to the terms hereof, Tenant shall complete the Relocation within one hundred eighty (180) days after Tenant's receipt of written notice from Landlord ("Relocation Period"). Landlord agrees to reasonably extend the Relocation Period so long as Tenant begins the Relocation as required hereunder and diligently prosecutes the Relocation to completion. Notwithstanding the foregoing, the Relocation Period shall be tolled for the period of time beginning when Landlord, in its jurisdictional capacity, accepts all of Tenant's required applications for permits as complete and concluding on the date that the Landlord, in its jurisdictional capacity, completes processing the permits Landlord requires for the Relocation (the "Tolling Period"). In calculating the Tolling Period no time shall be allowed for any periods of time that Tenant is required to modify, correct, and return the applications, due to Landlord's reasonable finding any of the re -submitted applications are incomplete or contain errors requiring correction. If Tenant requires use of the Premises before the Relocation is completed, Landlord shall allow Tenant to install temporary facilities sufficient to maintain Tenant's operations, which temporary facilities shall be located in a mutually agreeable location at the Owned Premises. Tenant must remove such temporary facilities from the Premises after Tenant's Relocation is complete. In no event will temporary facilities remain on the Premises for more than sixty (60) days without the written permission of Landlord; provided however, that Landlord shall not unreasonably withhold such permission if Tenant is diligently working to complete such Relocation as soon as practicable. Notwithstanding anything to the contrary contained in this Section 1, the Relocation shall not result in a lessening of Tenant's ability to use the Leased Premises for its intended purpose, or the quality of such use. Upon the commencement of the Relocation, all Rent payable hereunder shall abate and not be payable by Tenant for the succeeding five (5) year period. Upon request of Landlord, Tenant agrees to relocate its equipment on a temporary basis ("Temporary Relocation"), at Landlord's cost, to another location on the Owned Premises, hereinafter referred to as the "Temporary Premises," for the purpose of Landlord performing maintenance, repair or similar work at the Owned Premises, provided: i. The Temporary Premises is similar to Tenant's existing location in size and is compatible for Tenant's use, in Tenant's reasonable determination; ii. Landlord gives Tenant at least ninety (90) days' written notice prior to requiring Tenant to temporarily relocate; iv. Tenant's use at the Leased Premises is not interrupted or diminished during the Temporary Relocation and Tenant is allowed, if necessary, in Tenant's reasonable determination, to place a temporary installation on the Owned Premises during any such Temporary Relocation; and v. Upon the completion of any maintenance, repair or similar work by Landlord, Tenant is permitted to return to its original location from the Temporary Premises, which Tenant shall complete as soon as reasonably practicable. This Lease is not a franchise pursuant to Chapter 5.60 of the Poway Municipal Code nor is it a permit to use the rights -of -way under Chapter 12.04 of the Poway Municipal Code. Any such franchise or permit must be obtained separately from Landlord. This Lease shall not be interpreted as imposing, elevating validation, invalidating or in any way modifying any franchise license or permit requirement imposed, restricted, pre-empted or otherwise affected by local, state or federal law. 2. Due Diligence. The Parties agree that Tenant shall until the one (1) year anniversary of the Effective Date to conduct due diligence activities, as well as negotiate and enter into any subleases for the Leased Premises ("Due Diligence Period"). Tenant shall have the right to terminate the Lease at any time before the expiration of the Due Diligence Period if Tenant determines that the Leased Premises is not suitable for Tenant or its subtenants. Within thirty (30) days after Effective Date, Tenant shall pay Landlord a nonrefundable lump sum in the amount of Ten Thousand and 00/100 dollars ($10,000) in consideration for the Due Diligence Period. At any time during the Due Diligence Period, Tenant shall be permitted to deliver written notice (the "Commencement Notice") to Landlord stating that Tenant wishes to commence the term of this Lease on the date set forth in the Commencement Notice and provided that such date is within the Due Diligence Period, the term of the Lease shall commence on such date and shall be known herein as the "Commencement Date". In the event that Tenant fails to deliver the Commencement Notice within the Due Diligence Period, then Tenant shall be deemed to have delivered the Commencement Notice on the last day of the Due Diligence Period and the Commencement Date shall be deemed to be the day immediately succeeding the expiration of the Due Diligence Period. 3. Term. The initial term of this Lease shall be ten (10) years, commencing on the Commencement Date. So long as Tenant is in compliance with the terms and conditions contained herein and the terms and conditions of the CUP, Tenant shall have five (5) five- year options to extend this Lease on the same terms and conditions, excluding rent which shall be adjusted annually as set forth in Section 3.a. below. Each option shall be deemed automatically exercised unless Tenant provides written notice of intent not to exercise the option at least ninety (90) days prior to the expiration of the then current five-year term. Notwithstanding such extension options, Tenant understands and acknowledges that conditions of approval of the CUP are subject to review and modification at any time by the City Council, after public hearing. 4. Rent. a Tenant shall pay Landlord as annual initial rent for the Premises the sum of $46,750 ("Rent"). Tenant shall pay Landlord annual initial Rent within forty-five (45) days after the Commencement Date. Thereafter, tenant shall pay Landlord Rent annually in advance of each anniversary of the Commencement Date. Rent shall be increased three percent (3%) annually. By way of example, the Rent for Year 2 shall be $48,152.50, Year 3 $49597.08, Year 4 $51084.99 Year 5 $52617.54, and continuing to increase each year that this Lease is in effect in the same manner, by 3%. b. Tenant shall pay Landlord a late payment charge equal to five percent (5%) of the Rent for any Rent not paid within thirty (30) days after receipt of notice from Landlord to Tenant. Any amounts not paid within the previously mentioned thirty (30) day period shall bear interest until paid at the lesser of the rate of two percent (2%) per month or the highest rate permitted by law. c. If this Lease is terminated at a time other than on the last day of the term, Rent shall be prorated as of the date of termination and, in the event of termination for any reason other than nonpayment of Rent, the balance of all prepaid Rent shall be refunded to Tenant within thirty (30) days of the date of termination. d In addition to the rent currently paid by Tenant to Landlord pursuant to this Lease, as further consideration for the right to exclusively use and lease the Leased Premises, if, after full execution of this Lease, Tenant subleases, licenses or grants a similar right of use or occupancy in the Leased Premises to a Future Subtenant (as hereinafter defined), then Tenant agrees to pay to Landlord thirty percent (30%) of the rental, license or similar payments actually received by Tenant from such Future Subtenant (the "Additional Rent") within thirty (30) days after receipt of said payments by Tenant. As used herein, the term "Future Subtenant" shall mean any person or entity which (i) is not occupying the Leased Premises as of the date of this Lease, and (ii) is not directly or indirectly controlling, controlled by, or under common control with Tenant or T-Mobile USA, Inc. (and solely in the event that any affiliate of T-Mobile USA, Inc. and any affiliate of Sprint Corporation merge or one such affiliate acquires the other, then the resulting entity of such transaction, shall, in addition to any affiliate of Sprint Corporation shall not constitute a "Future Subtenant"). Tenant shall have no obligation for payment to Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-payment of such rental, license or other similar payment by a Future Subtenant shall not be an event of default under this Lease. Tenant shall have sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no express or implied obligation for Tenant to sublease, license or otherwise allow occupancy of the Leased Premises. Landlord acknowledges that Landlord shall have no recourse against Tenant as a result of the failure of payment or other obligation by a Future Subtenant. This Lease shall supersede any conflicting provisions in any sublease between the Tenant and any other party, and Tenant shall provide the City copies of all subleases prior to their execution. 5. Taxes. This Lease may result in a taxable possessory interest as defined in California Revenue and Taxation Code section 107, and the Tenant may be responsible for the payment of property taxes for the use of the Premises. Tenant agrees to and shall pay before delinquency all taxes and assessments of any kind assessed or levied upon Tenant or the Premises by reason of this Lease or of any buildings, machines, or other improvements of any nature whatsoever erected, installed or maintained by Tenant or by reason of the business or other activities of Tenant upon or in connection with the Premises, except that Tenant shall not be required to pay any sales tax, rental tax or income tax assessed upon Landlord. Such taxes and assessments shall be in addition to Rent. 6. Use of Premises. a. Tenant shall use the Premises for the transmission and reception of radio communication signals and for the construction, installation, operation, maintenance, modification, repair, removal or replacement of improvements, personal property, and facilities necessary to operate its communications system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters and/or cabinets, and related cables and utility lines, and a location based system, including, without limitation, antenna(s), coaxial cable, base units, location based systems, and other associated equipment (collectively, the "Tower Facilities"). An initial depiction and/or description of the Tower Facilities is more particularly set forth on Exhibit C attached hereto. Tenant may not add additional equipment and/or antennas from that shown on Exhibit C without the prior written approval of Landlord, which may include the requirement to amend the CUP. b. Tenant shall, at its expense, comply with all applicable present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, radio frequency emissions, other radiation and safety) in connection with the use, operation, maintenance, construction and/or installation of the Tower Facilities and/or the Owned Premises. Landlord agrees to reasonably cooperate with Tenant in obtaining, at Tenant's expense (including reimbursement of Landlord's reasonable attorney and administrative fees), any federal, state and local licenses and permits required for or required by Tenant's use of the Leased Premises. Nothing in this Lease requires the City to exercise its discretion in any particular way, including approval of any CUP or amendment thereto. Tenant shall exercise due diligence in utilizing the Owned Premises so as to not interfere with utilization of the Owned Premises by Landlord or the Existing Tenant, and Tenant agrees to comply with the terms and provisions of this Lease and the CUP. c. Tenant's installation, operation, and maintenance of the Tower Facilities shall not damage or interfere in any way with Landlord's or Exiting Tenant's operations, repair and maintenance, or other activities. Tenant hereby acknowledges that the Existing Tenant utilizes the Owned Premises for parking and storage of automobile inventory, and agrees to ensure that the Existing Tenant's operations are not impacted by any Tenant repair or maintenance work by providing written advance notice to Existing Tenant before undertaking any repair or maintenance work, except in the case of emergency where such written advance notice is not possible. 7. Termination. This Lease may be terminated, without liability to either party, by Tenant upon ninety (90) days' written notice if (a) Tenant is unable to obtain or maintain any license, permit, or other Governmental Approval (as defined below) necessary for the construction and/or operation of the Tower Facilities or Tenant's business; or (b) due to technological changes, Tenant determines that it is no longer practical to use the Premises for Tenant's intended purposes, provided Tenant has removed Tower Facilities from the Premises by that time. If the Owned Premises or Leased Premises, or any portion thereof, is altered, destroyed or damaged so as to materially hinder effective use of the Tower Facilities through no fault or negligence of Tenant, Tenant may elect to terminate this Lease upon thirty (30) days' written notice to Landlord. Landlord shall have no obligation to undertake any repair to the Owned Premises. If this Lease is terminated by Landlord due to a material breach by Tenant of one of Tenant's obligations herein, the termination shall be effective thirty (30) calendar days from the date of delivery of written notice of termination. Upon termination of this Lease for any reason, Tenant shall remove its equipment, personal property, Tower Facilities, and leasehold improvements from the Premises within thirty (30) days after the date of termination, and shall restore the Leased Premises to the same condition as existed prior to this Lease, ordinary wear and tear and loss due to casualty and other causes beyond Tenant's control excepted; all at Tenant's sole cost and expense. Any such property, equipment or Tower Facilities not removed within thirty (30) days of Lease termination, may be removed by Landlord and stored on behalf of Tenant at Tenant's sole expense and Tenant may be charged for the reasonable, actual and documented cost of removal incurred by Landlord. Notice of termination of this Lease for any reason shall be given pursuant to Section 25 below. 8. Construction Standards. The Tower Facilities shall be installed on the Premises in a good and workmanlike manner, without the attachment of any construction liens, and in compliance with the terms and conditions of the CUP and this Lease. 9. Installation of Equipment. a Tenant shall have the right, at its sole cost and expense, to install, operate and maintain on the Premises, in accordance with good engineering practices and with all applicable Federal Communications Commission ("FCC") and the California Public Utilities Commission ("CPUC") rules and regulations, the Tower Facilities. b. Tenant's installation of the Tower Facilities shall be done according to plans approved by Landlord and in compliance with the conditions of approval for the CUP. Any damage done to the Owned Premises during installation by Tenant and/or during Tenant's operations shall be repaired or replaced promptly at Tenant's expense. The installation methods for the Tower Facilities must be done in a manner that will be compatible with all Landlord facilities and equipment located on the Owned Premises and in compliance with the terms and conditions of the CUP. c. Prior to conducting any work on the Premises, tenant agrees to conduct at least one pre -construction meeting with the Existing Tenant. Prior to that meeting, Tenant agrees to develop a construction plan to minimize impacts on the Existing Tenant's use of the Owned premises during the construction and installation of the Tower Facilities, which will be subject to approval by both the Landlord and the Existing Tenant, which shall not be unreasonably withheld. d Within thirty (30) days after final inspection of the Tower Facilities by Landlord, Tenant shall provide Landlord with as -built drawings of the Tower Facilities and the improvements installed on the Premises, which show the actual location of all equipment and improvements and upon such delivery, such drawings shall be deemed to be, and shall be attached hereto, as Exhibit C. e. Any change to Tenant's approved antenna type, number of antennas, antenna location and/or change in transmitter type and power output shall require the prior written approval of Landlord, which may include an amendment of the CUP, and shall, at the sole expense of Tenant, be made in accordance with applicable regulations issued by the FCC and/or the CPUC. 10. Equipment Upgrade. Tenant may update or replace the Tower Facilities from time to time with the prior written approval of Landlord, provided that in the event the replacement facilities are not greater in number or size than the then -existing facilities, such approval shall not be unreasonably withheld, conditioned, or delayed by Landlord, except in the case where such equipment upgrades require an amendment of the CUP. Tenant shall submit to Landlord a detailed proposal for any such replacement facilities and any supplemental materials as may be reasonably requested, for Landlord's evaluation and determination. Notwithstanding anything to the contrary above, Tenant shall have the right to perform routine maintenance, repairs, and replacement to the Tower Facilities within the Leased Premises, subject to the provisions of Section 11.b. below, and so long as such work complies with the CUP. 11. Maintenance and Operations. a Tenant shall, at its own expense, maintain the Premises and any equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to Landlord so as not to conflict with the use of or other leasing of the Owned Premises by Landlord. b. Tenant shall have sole responsibility for the maintenance, repair, and security of its equipment, personal property, Tower Facilities, and leasehold improvements, and shall keep the same in good repair and condition during the Lease term. c. Tenant shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. 12. Premises Access. In the event Landlord or any other tenant undertakes painting, maintenance, construction or other alterations on the Owned Premises, Tenant shall take reasonable measures at Tenant's cost to cover Tenant's equipment, personal property or Tower Facilities and protect the same from paint and debris fallout which may occur during the painting, maintenance, construction or alteration process. Landlord and/or any tenant that is undertaking the work on the Owned Premises will give each of the other tenants at least fifteen (15) days written notice prior to commencing such work. a Tenant shall have both pedestrian and vehicular access to the Premises by means reasonably designated by Landlord, subject to notice requirements to Landlord as noted in the approved CUP, and also in Section 11 b, below. b. Tenant shall have access to the Premises in order to install, operate, maintain and remove the Tower Facilities only with the prior approval of Landlord. Said approval shall not be unreasonably withheld. City business days are Monday- Thursday (7:30 a.m. — 5 p.m.), and open alternating Fridays (8 a.m. — 5 p.m.) Tenant shall request from Landlord access to the Premises by telephone at least five (5) business days in advance for work that is minor in nature (e.g., no heavy equipment required), except in the case of emergency. To receive approval and coordinate the date and time of access for minor work, Tenant's representative or contractor must contact Landlord's cell site coordinator ("Coordinator") at (858) 668-1205, provided however, that leaving a message shall not constitute advance notice. If Tenant leaves a message with the Coordinator, the Coordinator shall return any such messages within two (2) business days. Construction or maintenance activities may be scheduled Monday through Thursday between the hours of 9 a.m. to 3 p.m., and 9 a.m. to 2 p.m. on alternating Fridays. Landlord shall grant Tenant such access unless such access will unreasonably interfere with any of Landlord's activities or operations at the Owned Premises. In the event of an emergency that affects the health and safety of the public, Tenant shall notify Landlord's cell site coordinator ("Coordinator") for immediate access to the Premises. Routine repair or maintenance work is not considered an emergency. In the event an emergency occurs on a weekend, holiday, or after-hours, Tenant shall call Landlord's after- hours number, (858) 668-4751, and a Landlord representative shall be available to answer such calls twenty-four (24) hours a day, seven (7) days a week. c. In the event Tenant requires access to the Premises outside of Landlord's availability as noted above in Section 11 b., Tenant shall be billed for Landlord's costs to provide such access, unless authorized by the Director of the Public Works Department. Costs shall include any overtime or call -out compensation to which an employee facilitating Tenant access may be entitled, the cost of the vehicle, as well as an overhead charge. Tenant shall reimburse Landlord for these costs within thirty (30) days of billing. d. Upon twenty-four (24) hours prior notice to Tenant, Landlord shall be allowed and granted access to the Premises at reasonable times to examine and inspect the Premises for safety reasons or to ensure that Tenant's covenants are being met, as long as Tenant's equipment, technology and proprietary interests remain secure and the operation of the Tower Facilities is not adversely affected. 13. Utilities. Tenant shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Leased Premises and shall timely pay all costs associated therein. 14. Approvals: Compliance with Laws. This Lease, Tenant's obligations under this Lease and Tenant's use of the Premises is contingent upon Tenant's ability to obtain and maintain all necessary governmental licenses, permits, and approvals and pay all fees in connection therewith that may be required by any federal, state or local authority ("Governmental Approvals"), including Landlord. Landlord makes no representation, commitment or obligation, as to Tenant's success in obtaining the required Governmental Approvals. Tenant shall erect, maintain and operate the Tower Facilities in accordance with statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the FCC or any other goveming bodies. 15. Interference. Before approving the placement of the Tower Facilities, Landlord may obtain from Tenant, at Tenant's expense an interference study indicating whether Tenant's intended use will interfere with any existing communications facilities on the Owned Premises existing as of the date of commencement of construction of the Tower Facilities pursuant to this Lease. After review of Tenant's study, Landlord may, in its sole discretion, determine that a third party study is necessary and Landlord may obtain such study at Tenant's expense. Tenant shall be responsible for installing any equipment, at its own expense, reasonably required by Landlord to eliminate any interference that may be caused by the location of the radio transmitting or other equipment of all parties existing on the Owned Premises prior to the Commencement Date including. Tenant's use and operation of the Tower Facilities shall not interfere with the use and operation of other communication facilities on the Owned Premises, which pre-existed the Tower Facilities. If the Tower Facilities cause interference, Tenant shall take all measures reasonably necessary to correct and eliminate the interference. If the interference cannot be eliminated in a reasonable time, Tenant shall immediately cease operating its facility (other than intermittent testing) until the interference has been eliminated. If the interference cannot be eliminated within thirty (30) days after Tenant receives written notice from Landlord of such interference, Landlord or Tenant may terminate this Lease pursuant to Section 6 herein. 16. Lease and Landlord's Remedies. It shall be a default if Tenant fails to pay Rent or any other sums to Landlord when due, and does not cure such default within thirty (30) business days after receipt of written notice from Landlord; or if Tenant fails to obtain or retain the necessary Governmental Approvals due to the fault of Tenant; or if Tenant defaults in the performance of any other covenant or condition of this Lease and does not cure such other default within thirty (30) days after receipt of written notice from Landlord specifying the default complained of; provided however, no such failure will be deemed to exist if Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence; or if Tenant is adjudicated bankrupt and the bankruptcy proceeding is not dismissed within ninety (90) days from its commencement or makes any assignment for the benefit of creditors; or if Tenant becomes insolvent. In the event of a default and following the applicable cure period if the default remains uncured, Landlord shall have the right, at its option, in addition to and not exclusive of, any other remedy Landlord may have by operation of law, without any further demand or notice, to reenter the Premises and eject all persons therefrom, and either (a) declare this Lease at an end, in which event Tenant shall immediately pay Landlord a sum of money equal to the total of (i) the amount of the unpaid Rent accrued through the date of termination; (ii) the amount by which the unpaid Rent reserved for the balance of the term exceeds the amount of such rental loss that Tenant proves could be reasonably avoided (net of the costs of such reletting); and (iii) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this Lease, or (b) without terminating this Lease, relet the Premises, or any part thereof, for the account of Tenant upon such terms and conditions as Landlord may deem advisable, and any monies received from such reletting shall be applied first to the expenses of such reletting and collection, including reasonable attorneys' fees, and thereafter toward payment of all sums due or to become due Landlord hereunder, and if a sufficient sum shall not be thus realized to pay such sums and other charges, Tenant shall pay Landlord any deficiency monthly, notwithstanding that Landlord may have received rental in excess of the rental stipulated in this Lease in previous or subsequent months, and Landlord may bring an action therefor as such monthly deficiency shall arise. No reentry and taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, regardless of the extent of renovations and alterations by Landlord, unless a written notice of such intention is given to Tenant by Landlord. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. 17. Cure by Landlord. In the event of any default of this Lease by Tenant, Landlord may at any time, after delivering at least thirty (30) days' prior written notice to Tenant, cure the default for the account of and at the expense of Tenant. If Landlord incurs any expense to cure such default, Tenant shall reimburse Landlord for such expense within thirty (30) days after Tenant's receipt of Landlord's invoice and reasonably supporting documentation. 18. Condemnation. In the event the Premises are taken by eminent domain by the City of Poway or any other governmental agency, this Lease shall terminate as of the date possession of the Premises is taken by the condemning authority. In the event a portion of the Premises is taken by eminent domain, either party shall have the right to terminate this Lease as of the date of transfer of possession, by giving thirty (30) days' written notice to the other party. In the event of any taking under the power of eminent domain, Tenant shall not be entitled to any portion of the award paid for the taking except for relocation expenses) and Landlord shall otherwise receive the full amount of such award. Except as herein provided, Tenant hereby expressly waives any right or claim to any portion thereof, including any claim for loss of business or goodwill, all such claims (except for relocation expenses) being hereby irrevocably assigned to the Landlord. All damages, whether awarded as compensation for diminution in value of the leasehold or to the fee of the Premises, shall belong to Landlord. 19. Indemnity and Insurance. a Disclaimer of Liability: Landlord shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant's construction, maintenance, repair, use, operation, condition or dismantling of the Premises or the Tower Facilities, except to the extent attributable to the sole negligent or sole intentional act of Landlord, its employees, agents or independent contractors. b. Indemnification: Except to the extent attributable to the sole negligent or sole intentional act of Landlord, its employees, agents or independent contractors, Tenant shall, at its sole cost and expense, indemnify, defend, and hold harmless Landlord and all associated, affiliated, allied and subsidiary entities of Landlord, now existing or hereinafter created, and their respective elected and appointed officials, officers, boards, employees, agents, attorneys, and contractors (hereinafter collectively referred to as "Indemnitees"), from and against: i. Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any act or omission of Tenant, its personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion of privacy and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the Owned Premises, Leased Premises or Tower Facilities or the Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. i. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitations, reasonable fees and expenses of attorneys, expert witnesses and other consultants), which are imposed upon, incurred by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to Tenant, its contractors or subcontractors, for the installation, construction, operation, maintenance or use of the Premises or Tower Facilities, and, upon the written request of Landlord, Tenant shall cause such claim or lien covering Landlord's property to be discharged or bonded around within thirty (30) days following such request. n. Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any financing or securities offering by Tenant or its affiliates which results in any violations of the common law or any laws, statutes, or regulations of the State of California, or United States, including those of the Federal Securities and Exchange Commission. iv. Tenant's obligation to indemnify the Indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent that they are caused by the sole negligence or sole intentional acts of one or more Indemnitees. v. Tenant's obligation to indemnify Indemnitees shall survive the termination of this Lease. c. Assumption of Risk. Tenant undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively "Tenant" for the purpose of this section), all risk of dangerous conditions, if any, on or about the Premises, and Tenant hereby agrees to indemnify and hold harmless the Landlord against and from any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to any person (other than from an Indemnitee's sole negligence or sole intentional acts) arising out of the Tenant's installation, operation, maintenance, condition or use of the Premises or Tenant's Tower Facilities or Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. d Defense of Landlord. In the event any action or proceeding shall be brought against the Landlord by reason of any matter for which the Landlord is indemnified hereunder, Tenant shall, upon receipt of written notice from Landlord, at Tenant's sole cost and expense, resist and defend the same with legal counsel provided however, that Tenant shall not admit liability in any such matter on behalf of the Landlord without the prior written consent of Landlord and provided further that Landlord shall not admit liability for, nor enter into any compromise or settlement of, any claim for which it is indemnified hereunder, without the prior written consent of Tenant. e. Notice, Cooperation and Expenses. Landlord shall give Tenant prompt written notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section. Nothing herein shall be deemed to prevent Landlord from cooperating with Tenant and participating in the defense of any litigation by Landlord's own counsel. Tenant shall pay all reasonable expenses incurred by Landlord in response to any such actions, suits or proceedings. These expenses shall include all out-of-pocket expenses such as attorneys' fees and shall also include the reasonable value of any services rendered by the Landlord's attorney, and the actual expenses of Landlord's agents, employees or expert witnesses and disbursements and liabilities assumed by Landlord in connection with such suits, actions or proceedings but shall not include attorneys' fees for services that are unnecessarily duplicative of services provided Landlord by Tenant. If Tenant requests Landlord to assist it in such defense then Tenant shall pay all expenses incurred by Landlord in response thereto, including defending itself with regard to any such actions, suits or proceedings. These expenses shall include all out- of -pocket expenses such as reasonable attorney fees and shall also include the reasonable costs of any services rendered by the Landlord's attorney, and the actual and documented expenses of Landlord's agents, employees or expert witnesses, and disbursements and liabilities assumed by Landlord in connection with such suits, actions or proceedings, but shall not include attorneys' fees for services that are unnecessarily duplicative of services provided Landlord by Tenant. f. Insurance. During the term of this Lease, Tenant shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance (which shall be permitted to be maintained by a blanket policy of insurance covering Tenant and its affiliates): i. In the event Tenant maintains employees, workers' compensation insurance meeting applicable statutory requirements and employer's liability insurance with limits of One Million Dollars ($1,000,000) for each accident. i. Commercial general liability insurance with limits of Three Million Dollars ($3,000,000) as the combined single limit for each occurrence and in the aggregate of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, independent contractor's liability; coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. ii. Automobile liability insurance covering all owned, hired, and non - owned vehicles in use by Tenant, its employees and agents, to comply with the provisions of state law with limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence for bodily injury and property damage. iv. At the start of and during the period of any construction, an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the construction. Upon completion of the construction, Tenant shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious mischief insurance. The amount of insurance at all times shall be representative of the insurable values installed or constructed. v. All policies other than those for Workers' Compensation shall be written on an occurrence and not on a claims made basis. vi. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. mi. Tenant shall furnish certificates of insurance to Landlord before commencement of any work on the Leased Premises or Owned Premises. g. Additional Insureds. All required policies, except for worker's compensation and property insurance policies, shall include Landlord and all associated, affiliated, allied and subsidiary entities of Landlord, now existing or hereafter created, and their respective elected and appointed officials, officers, boards, commissions, employees, agents, as their respective interests may appear as additional insureds (herein referred to as the "Additional Insureds"). The policy will provide primary coverage and is not secondary or in any way subordinate to any other insurance or coverage maintained by Landlord. Each policy that is to include Additional Insureds hereunder shall contain cross -liability wording, to the effect of: In the event of a claim being made hereunder by one insured for which another insured is or may be liable, then this policy shall cover such insured against whom a claim is or may be made in the same manner as if separate policies had been issued to each insured hereunder. h. Evidence of Insurance. Certificates of insurance for each insurance policy required to be obtained by Tenant in compliance with this Section, shall be filed and maintained with Landlord annually during the term of this Lease. Tenant shall promptly advise Landlord in writing of any claim or litigation that may result in liability to Landlord. I Cancellation of Policies of Insurance. With the exception of Tenant's property insurance policy, Tenant shall provide at least thirty (30) days' prior written notice to Landlord of any intention not to renew such policy or to cancel, and not replace. j. Deductibles. Tenant agrees to indemnify and save harmless Landlord, the Indemnitees and Additional Insureds from and against the payment of any deductible and from the payment of any premium on any insurance policy required to be furnished by Tenant under this Lease. Tenant may, in its sole discretion, self -insure any of the required insurance under the same terms as required by this Lease. In the event Tenant elects to self -insure its obligation under this Lease to include Landlord as an additional insured, the following conditions apply: i. Additional insured shall be limited to bodily injury, property damage or personal and advertising injury caused, in whole or in part, by Tenant, its employees, agents or independent contractors. i. Additional insured shall not exceed Tenant's indemnification obligation under this Lease, if any. i. Additional insured shall not extend to claims for punitive or exemplary damages arising out of the acts or omissions of Landlord, its employees, agents or independent contractors or where such coverage is prohibited by law or to claims arising out of the sole gross negligence of Landlord, its employees, agents or independent contractors. iv. Landlord shall promptly and no later than thirty (30) days after notice thereof provide Tenant with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Tenant with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like. v. Landlord shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of Tenant. vi. Landlord shall fully cooperate with Tenant in the defense of the claim, demand, lawsuit, or the like, however this does not obligate or extend financial liability to Landlord. k Contractors. Tenant and Landlord shall each require that each and every one of its contractors and their subcontractors who perform work on the Owned Premises or Leased Premises to carry, in full force and effect, workers' compensation, commercial general liability and automobile liability insurance coverages of the type which the insured is required to obtain under the terms of this Section with reasonable and appropriate limits of insurance. 20. Hazardous Substance Indemnification. Tenant represents and warrants that its use of the Premises herein will not generate any hazardous substance, and it will not store or dispose on the Premises nor transport to or over the Premises any hazardous substance in violation of any applicable local, state or federal law or regulation. Tenant shall be allowed to store on the Premises the number of batteries as shown in Exhibit C of this Lease (the batteries shown on the Exhibit are to be used for emergency backup power), as well as fuel for Tenant's emergency generator, an HVAC system, and a halon/FM200 fire suppression system. No additional batteries or fuel may be stored on the Premises without the prior written approval of Landlord. Tenant further agrees to hold Landlord harmless from and indemnify Landlord against any release by Tenant of any such hazardous substance and any damage, loss, or expense or liability resulting from such release by Tenant including reasonable attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the sole negligence or sole intentional acts or omissions of Landlord, its employees, agents or contractors. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 21. Radio Frequency (RF) Indemnification. Tenant shall comply with all present and future applicable laws, orders, and regulations relating to Radio Frequency ("RFs") to the extent required by current or future FCC regulations. 22. Holding Over. Any holding over after the expiration of the term hereof with the consent of Landlord shall be construed to be a tenancy from month to month at two times the Rents herein specified (prorated on a monthly basis) and shall otherwise be for the term and on the conditions herein specified, so far as applicable. 23. Subordination to Mortgage. Any mortgage now or subsequently placed upon any property of which the Premises are a part shall be deemed to be prior in time and senior to the rights of Tenant under this Lease. Tenant subordinates all of its interest in the leasehold estate created by this Lease to the lien of any such mortgage. Tenant shall, upon receipt of Landlord's written request, execute any mutually agreeable additional documents reasonably necessary to effectuate this subordination provided that any such mortgagee agrees to recognize and not disturb Tenant's rights under the Lease. 24. Aggregate Payment. Tenant shall pay Landlord the sum of Five Thousand and No/100 Dollars ($5,000.00) to reimburse Landlord for its costs in negotiating and administering this Lease ("Aggregate Payment"). This Aggregate Payment is a one-time payment. The Aggregate Payment shall not be considered "Rent" and is due forty-five (45) days after the Commencement Date. 25. Acceptance of Premises. By taking possession of the Premises, Tenant accepts the Premises in the condition existing as of the Commencement Date. Landlord makes no representation or warranty with respect to the condition of the Premises and, except as provided by applicable law, Landlord shall not be liable for any latent or patent defect in the Premises. 26. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given as of the date of such service or mailing if personally delivered, mailed, certified mail, return receipt requested or sent by a nationally recognized overnight courier; to the following addresses: If to Landlord, to: City of Poway If to Tenant, to: City Manager's Office Attn: Economic Development Administrator P.O. Box 789 Poway, California 92074-0789 Phone No. 858-668-4509 c/o Phoenix Tower International Investments, LLC 999 Yamato Road, Suite 100 Boca Raton, Florida 33431 Attention: General Counsel RE: US-CA-1381 Phone No: If to Existing Tenant Representative, to: Mary Cross, Property Manager Cross Business Services 13 514 Mora Circle Poway, CA, 92064 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 27. Assignment. Tenant may assign this Lease and all or any rights, benefits, liabilities and obligations hereunder, to: (i) any person or entity which is a parent, subsidiary or affiliate of Tenant; (ii) any person or business entity that controls or is controlled by or under common control with Tenant; or (iii) any person or business entity that is merged or consolidated with Tenant or purchases a majority or controlling interest in the ownership or assets of Tenant in the market defined by the FCC in which the Owned Premises is located. Upon notification to Landlord by Tenant of any such assignment, Tenant will be relieved of all future performance, liabilities and obligations under this Lease to the extent of such assignment. Tenant may not otherwise assign this Lease without Landlord's written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall be permitted to sublet the premises to any person directly or indirectly controlled by T-Mobile USA, Inc. without the consent of Landlord. 28. Successors and Assigns. This Lease shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 29. Miscellaneous. a Authority. Landlord and Tenant represent and warrant to each other that each, respectively, has the full right, power, and authority to execute this Lease. b. Integration. This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind, whether oral or written. There are no representations or understandings of any kind not set forth herein. Any modifications of or amendment to this Lease must be in writing and executed by both parties. c. Venue. This Lease shall be construed in accordance with the laws of the State of California. Any action to enforce or interpret this Lease shall be brought in the Superior Court for San Diego County, California, Central or East County Divisions. Tenant hereby expressly waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. d Validity. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. e. Covenants. Landlord represents and warrants to Tenant that: (i) it solely owns the Owned Premises as a lot in fee simple, unencumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements, of record or not of record, which would adversely affect Tenant's intended use and enjoyment of the Premises under this Lease; and (ii) as long as Tenant is not in default, Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and possession of the Premises. f. Construction. The provisions contained in this Lease shall not be construed in favor of or against either party, but shall be construed as if both parties contributed equally to its preparation. g Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof; (ii) use of the term "including" will be interpreted to mean "including but not limited to"; (iii) whenever a party's consent is required under this Lease, except as otherwise stated in the Lease or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of this Lease and are incorporated by reference into this Lease; (v) use of the terms "termination" or "expiration" are interchangeable; (vi) reference to a default will take into consideration any applicable notice, grace and cure periods; (vii) to the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Lease, the ambiguity shall not be resolved on the basis of who drafted the Lease; (viii) the singular use of words includes the plural where appropriate and (ix) if any provision of this Lease is held invalid, illegal or unenforceable, the remaining provisions of this Lease shall remain in full force if the overall purpose of the Lease is not rendered impossible and the original purpose, intent or consideration is not materially impaired. h. Limitation of Liability. Except for the indemnity obligations set forth in this Lease, and otherwise notwithstanding anything to the contrary in this Lease, Tenant and Landlord each waives any claims that each may have against the other with respect to consequential, incidental or special damages, however caused, based on any theory of liability. G Compliance with Law. Tenant agrees to comply with all federal, state and local laws, orders, rules and regulations ("Laws") applicable to Tenant's use of the Antenna Facility on the Owned Premises. Landlord agrees to comply with all Laws relating to Landlord's ownership and use of the Owned Premises and any improvements on the Owned Premises. j. W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9 and Form 590, or their equivalents, upon execution of this Lease and at such other times as may be reasonably requested by Tenant, including any change in Landlord's name or address. k Execution/No Option. The submission of this Lease to any party for examination or consideration does not constitute an offer, reservation of or option for the Leased Premises based on the terms set forth herein. This Lease will become effective as a binding agreement only upon the handwritten legal execution, acknowledgment and delivery hereof by Landlord and Tenant. This Lease may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties. All parties need not sign the same counterpart. I. Waiver of Jury Trial. Each party, to the extent permitted by law, knowingly, voluntarily and intentionally waives its right to a trial by jury in any action or proceeding under any theory of liability arising out of or in any way connected with this Lease or the transactions it contemplates. 30. Limitation on Applicability. Notwithstanding any language in this Lease, the terms and conditions herein shall apply only to the Premises described above. Nothing in this Lease shall be interpreted to affect the parties' right and obligations regarding other properties, sites, facilities or proposed projects of Tenant. [Signatures appear on next page] This Lease was executed as of the date first set forth above. LANDLORD: City of Poway, a municipal corporation By: Chris HManager Date: °2-122-(?022 ATTEST: By: hAMa11.� X Carrie Gallagher, CMC, City APPROVED AS TO FORM: By: Alan Fenstermacher, City Attorney TENANT: PTI US Towers II, LLC, a Delaware limited liability company By: N ie: U gan_ Its: Date: This Lease was executed as of the date first set forth above. LANDLORD: TENANT: City of Poway, a municipal corporation a Delaware limited liability company PTI US Towers II, LLC, By: B : Chris Hazeltine, City Manager Narne:_Ragan.K.' Evan-, CEO Its: Date: Date: ATTEST: By: Carrie Gallagher, CMC, City Clerk APPROVED AS TO FORM: By Alan Fenstermacher, City Attomey EXHIBIT A- Legal Description of Owned Premises THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: PARCEL 4 OF CERTIFICATE OF COMPLIANCE BOUNDARY ADJUSTMENT NO. 99-10, IN A DOCUMENT RECORDED NOVEMBER 3, 1999 AS FILE NO. 1999--0735323 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOTS 1 AND 2 OF SECTION 30, TOWNSHIP 14 SOUTH, RANGE 1 WEST, OF THE SAN BERNARDINO BASE AND MERIDIAN, TOGETHER WITH PARCEL 2 OF PARCEL MAP NO. 16103, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE SAN DIEGO COUNTY RECORDER MAY 31, 1990 AS FILENO. 90-296630 OF OFFICIAL RECORDS, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PORTION OF LOT 1 OF SECTION 30, COMMON WITH SECTION 25 OF TOWNSHIP 14, SOUTH, RANGE 1 WEST OF THE SAN BERNARDINO MERIDIAN; THENCE ALONG THE NORTHERLY LINE OF SAID PORTION OF LOT 1 OF SECTION 30 AND THEN ALONG THE SOUTHERLY LINE OF PARCEL "B" OF CERTIFICATE OF COMPLIANCE AND BOUNDARY ADJUSTMENT NO. 96- 02 RECORDED SEPTEMBER 20, 1996 AS DOC.# 1996-0480626 OF OFFICIAL RECORDS, SOUTH 88°15'21" EAST (RECORD: NORTH 88°15'21" WEST, PER PARCEL MAP NO. 5750, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE SAN DIEGO COUNTY RECORDER MARCH 31, 1977 AS FILE NO. 77- 118268 OF OFFICIAL RECORDS, NORTIH 88°15'43" WEST PER SAID MAP NO. 16103) 6.00 FEET TO THE SOUTHWESTERLY CORNER OF SAID PARCEL "B"; THENCE CONTINUING ALONG SAID LINE, SOUTH 88°15;31" EAST 1187.71 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2 OF PARCEL MAP NO. 16103; THENCE CONTINUING ALONG SAID LINE, SOUTH 88°15'31" EAST 300.19 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL 2; THENCE LEAVING SAID LINE, ALONG THE EASTERLY LINE OF SAID PARCEL 2, COMMON WITH PARCEL 1 OF SAID PARCEL MAP NO. 5750, NORTH 00°17'20" EAST, (RECORD NORTH 00°16'28" WEST PER SAID PARCEL MAP NO. 5750; NORTH 00°17'33" WEST, PER SAID PARCEL MAP NO. 16103) 667.75 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 2, COMMON WITH PARCEL 1 OF SAID PARCEL MAP NO: 16103; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 2 COMMON WI11I SAID PARCEL 1; SOUTH 59°47'48" WEST (RECORD NORTH 59°47'36" EAST PER SAID PARCEL MAP NO. 16103) 346.11 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL 2, COMMON WITH SAID PARCEL 1; THENCE ALONG THE WESTERLY LINEOF SAID PARCEL 1 OF PARCEL MAP NO. 16103 AND ALONG THE EASTERLY LINE OF SAID PORTION OF LOTS 1 AND 2 OF SECTION 30, SOUTH 00°'17'20" EAST (RECORD NORTH 00°17'33" WEST PER SAID PARCEL MAP NO. 16103) 485.00 FEET TO A POINT ON THE NORTHWESTERLY LINE OF THE RIGHT-OF-WAY OF BEELER CANYON ROAD PER CITY RESOLUTION NO. 203562 RECORDED SEPTEMBER 14, 1971, AS DOC. NO. 207577, BOOK 1971 OF OFFICIAL RECORDS; THENCE ALONG SAID LINE SOUTH 78°13'57" WEST 540.29 FEET (RECORD NORTH 78°13'45" EAST, PER SAID PARCEL MAP NO. 16103), THENCE SOUTH 63°46'04" WEST (RECORD NORTH 63°45'52" EAST PER SAID PARCEL MAP NO. 16103) 786.75 FEET TO A POINT ON THE WESTERLY LINE OF SAID PORTION OF LOT 2 OF SECTION 30; THENCE LEAVING SAID RIGHT OF WAY OF BEELER CANYON ROAD, ALONG TIIE WESTERLY LINE OF SAID PORTION OF LOT 2 AND THEN ALONG THE WESTERLY LINE OF SAID PORTION OF LOT 1 OF SECTION 30, COMMON WITH SAID SECTION 25, NORTH 01°05'1T' EAST (RECORD NORTH 01°05'05" EAST PER SAID PARCEL MAP NO. 16103; NORTH 00°04'54" EAST PER SAID PARCEL MAP NO. 5750) 1830.52 FEET TO TIIE POINT OF BEGINNING EXHIBIT B — Legal Description of Leased Premises EXHIBIT C — Description of Tower Facilities 0 E 1 1 1 1 1 1$ 1 Y A os L t yr as i a 6 8 E 6 6 aaass ap� �1 F; ee r is ke a 1E4E6 ld'NOIV23 VO08 001 3LfS'OVOLI OLVINVA 666 1VNOIIVN831N1 213MO1 XIN3OHd V90Z6 VO 'AVMOd AVM WVH>1HD19L8E L W`dHy EII)1 w x rn FIRE DEPARTMENT NOTE DESCRIPTION 0 ZONING DRAWINGS 1- UJ V1 VICINITY MAP PROJECT DESCRIPTION MONOPOLE LOCATION DRIVING DIRECTIONS GENERAL NOTES FCC COMPLIANCE a 6 866A 939s gRH 8688 GENERAL CONTRACTOR NOTES PROJECT TEAM SITE ACQUISITION: gli 40 ISSUE STATUS 6 A s F 6 6 6 6 6 8 3 5 6 am 11 2 48 s 1.C366 l3'NOIVU V908 OOl mils 0V08 OlVINVA 666 IVNOIlYN331N1 2l3MOl XIN3OHd 490Z6 VD'AVMOd AVM WVHNHIN Sae!. WVH>1dl>i wW H ~ 9 6 6 B 8 7 i b 8 c 1 LEVEE lj'NOIVN V0O8 001. 311f15'OVON OIVWVA 666 IVNOI1VN631N1 2I3MOl , XIN3OHd 1,90Z6 VO 'AVMOd AVM WVHNHIN 9L8EL kWHNHIN 1- F Z w m w ISSUE STATUS 5 0 8 A s 9 5 9 o. LEVEE 11 'NOJVN VOOB 001 311f1S '0V019 OIVINVA 666 IVNOI1VNU31N1 213MO1 XIN3OHd 49036 VO'AVMOd AVM WVHNHIN SLBEL WdHNEIIN N Lug L u L yr J ✓ Ia , L • J F II L- yr--J r LL--1 qp PROPOSED ANTENNA SCHEDULE a RADIO Y.4911114112 0 6 33 1 i 6 s 1 0 S 2 2 z 8 2 CD 2 2 3 8 a 1 9L9 9.19 MONOPOLE HANDHOLES 4D 4© 4D j / �:c 'ua^a'" a :e Z gi 2 86 r. 42 wo� ag u?Q SCALE: N. MONOPOLE ELEVATION FIRE DEPARTMENT NOTE 6 3 9 ISSUE STATUS A 6 sS 3 3 8 8 LEVEE ld'NOLVi1 VOOB 001 311 f S'OV02i OIV WVA 666 '1VN011VN631N1 213M01 XIN3OHd 1790Z6 VO 'AVMOd AVM I VH)IIiIN SL8C INVH>IHi11 M ISSUE STATUS 6 3 6 8 6 a 6 8 8 d 6 0 1E1EE lj'NOIVH VO09 001311f1S 'OVOLI O1V WVA 666 IVNOIIVN831N1 2I3MOl XIN3OHd 490Z6 VO'AVMOd AVM WVH)WHIN 9LBEL WVHN HI)1 SITE SECTION ISSUE STATUS PLAN i RlE _302 STATE PLACE, ESCONDIDO. CALIFORNAB20i 2B qq 8 e i s AR° i i -s L£4EE ld'NO1VLd V009 001.3Lns'GVO OlVWVA666 IVNOIltl N1131N1 213M01, XIN30Hd f� 490Z6 VO 'AVMOd AVM WVHNHIN SLUE WWHNHIN SHEET TITLE: DETAILS 1.0 Q a 1 �I5 otl liceuoilVOOKSWITALI F §442 F o s a$aa��� a d d. NOT USED I 14 I t NFPA 704 PLACARD SCALE: 8 N.T.S. NOT USED SCALE: 12 N.T.S. nil., O YELLOW tea" , 0 (REACTIVITY) Ir BLUE (HEALTH H•.-.) NUMBERS IS LETTERS WHITE SHALL BE (SPECIAL) REFLECTIVE FOR BATTERIES .1x' ��3 5 —' bh WC J BATTERY CAUTION SIGN SCALE: 3 N.T.S. aoCID kW 2 mLi �,�w a 31 ads m'd i a um$ f tr 3 w o ova u$o aL ai s R ANTENNA & RRU MOUNTING SCALE: 11 1••1'd , Mill CAUTION BATTERY ROOM • MOUNTING SCREY ANTENNA SPECIFICATIONS SCALE: 2 N.T.B. 6102 EQUIPMENT CABINET SCALE 6 N.T.S. RADIO UNIT SPECIFICATIONS SCALE: V-0 10 1/B = .9,3S 1 Mil. Z 7 4 \,,m Fp .81K .//':, F. kr TOP VIEW '.110 66 EfI ANTENNA SPECIFICATIONS I SN.CAT.LE:S, I 1 ANTENNA SPECIFICATIONS SCALE: 5 RRU 4449 SPECIFICATIONS SCALE: g N.T.S. r. S O I —. g e e m m SAS dS9 F > In I S y m b rt 5 o N b S Z 6s 1111111111_ 1 2 b 4ii 8 TI d m E , t, d - a e -4 i. 5� a y 9 c 2� 4�i9k y[ is l £ E: nY a, 6 I Ig& ' . l i ^_ „ o 1 °d ¢ Y 3§ ]k f l d d fil e. Ed i s -a In _ Ig8 r{ z E v 3 i ill _R --__ yID z€ y#�s �4 pi e. o� 63n 'g. 4 R ' ISSUE STATUS F� A 6 0 0 6 0 6 8 f LE6EE ld'NO1V23 V008 001 3L n s' O V O21 O LV W V A 666 1VNOIiYN631N1 213MO1 XIN3OHd 490Z6 VO 'AVMOd AVM I1VHN1:11)l SLOE I. WVHNHIN j LEVEE ld "NO.VH VO09 OOL 311fS'MOH 01VWVA 666 b90Z6 VO 'AVMOd AVM WVH)12JIN St2c1. aW J.VM WVHMH> " o" r r LEVEE ld 'NOIVN V009 00L 311l5 '0V021 OIVWVA 666 IVNOIIV N6 LL Nl I3MO1 XIN3OHd i 90Z6 VO 'AVMOd AVM INVHAdIN SLB£t AVM WVHNell>1 W U F Q W C vj O o y J 4 EXHIBIT D — Form of Memorandum of Lease For recording, please forward to: Fidelity National Title Insurance Corp.\CLSS 7130 Glen Forest Drive, Ste 300 Richmond, VA 23226 Prepared by: PTI US Towers II, LLC 999 Yamato Road, Suite 100 Boca Raton, FL 33431 MEMORANDUM OF LEASE This Memorandum of Lease evidences a Lease Agreement, dated ("Lease") between the City of Poway, a municipal corporation ("Landlord"), and PTI US Towers II, LLC, a Delaware limited liability company, whose mailing address is 999 Yamato Road, Suite 100, Boca Raton, Florida 33431 ("Tenant"), commencing on [DATE], for certain real property (the "Premises"), as described in Exhibit 1 attached hereto. Landlord ratifies, restates and confimis the Lease and currently leases the Prernises to Tenant, subject to the terms and conditions of the Lease. The Lease provides for the lease by the Landlord to Tenant of the Prernises for an initial term of ten (10) years with five (5) successive five (5) year renewal terms, which penult the tern of the Lease to extend through [DATE]. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES BEGIN ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF LEASE as of the date last signed by a party hereto. STATE OF COUNTY OF : SS LANDLORD: City of Poway a municipal corporation By: Name: Title: Date: On , 20 , before me, , personally appeared , who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public My Commission Expires: (Notary Seal) cLtJ-{-CJUr7l CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 rc�C�,c--C.c=.O.<-res{�.c:!`.isC,c�Cc:l`�.c�fc—.�C`.e�C,c;(`,c;ne:C�.�;CSc�f`,c�.c�".cal',c:r-.c�C',e;rc�C,c-;l2c,cc-:f.c,�C`,c�(`,�!`�.cX:c`C�.<=:rc:{�.c�'�`,e:C�,rAre><`,e�C,c:ec, ec:rc=(�.or•,s A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On br4(eY't.: rt2 1U1z before me, Date1 Yvonne Mannion, Notary Public i1 Here Insert Name and Title of the Officer personally appeared L Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. YVONNE MANNION Notary Public - California San Diego County Commission # 2363699 My Comm. Expires Jul 1, 2025 Place Notaty Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL it ✓L; —(Cap,A., � fi X J Signature of Notary Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited 0 General 0 Partner — ❑ Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee 0 Guardian or Conservator 0 Other: 0 Other: Signer Is Representing: Signer Is Representing: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 STATE OF /016 TENANT: PTI US Tower I, LLC, a Delaware 1i ite liability company By. 'Name: Dagan Kasava / Title: Chief Execficer Date: COUNTY OF 04-0(/ SS. This instrument was acknowledged before me this day of (7?1 , 20 24 , by / 6'K4 M. as CC0 of PTI US Towers II,, LLC, a Delaware limited liability company. Personally Known Ws Mos Comm.: NH 1S1101 J (SEAL) Expires: Aug.4,2025 Print Name: Sfe �11i-ti4 S Notary PieriC-StaMdFlorida Notary Public, tt' n gee,c/vt. (County) State of il(22 i (>4- My commission: if j /p // 0.--) OR Produced Identification Type of Identification Produced EXHIBIT 1 Leased Premises is depicted as follows and shall be replaced with a surveyed legal description when available. [INSERT LEASE AREA LEGAL DESCRIPTION] Craig Ruiz From: Insurance Review Sent: Tuesday, February 15, 2022 2:04 PM To: Craig Ruiz Cc: Insurance Review Subject: FW: Insurance review Attachments: 30 Day NOC v3.pdf; PTI COI Powayv2.pdf Thanks so much for your diligence, Craig! This COI & endorsements are now approved. Have a wonderful afternoon! Kate From: Craig Ruiz <CRuiz@poway.org> Sent: Tuesday, February 15, 2022 1:18 PM To: Insurance Review <InsuranceReview@poway.org> Subject: RE: Insurance review I think this is FINALLY correct. Craig Ruiz Economic Development Administrator City of Poway 13325 Civic Center Drive Poway, CA 92064 858-668-4509 - direct #Explore 92064 / Economic Development / City of Poway From: Insurance Review <InsuranceReview@poway.org> Sent: Thursday, February 10, 2022 5:31 PM To: Craig Ruiz <CRuiz@poway.org> Cc: Insurance Review <InsuranceReview@poway.org> Subject: FW: Insurance review Hey there, Craig! Hope you're doing well. The policy number should match exactly what is on the certificate. And, since the material verbiage of the endorsement is still intact, we can accept the form as redacted. Thanks so much and have a great night! Kate From: Craig Ruiz <CRuiz@poway.org> Sent: Wednesday, February 9, 2022 8:24 AM To: Insurance Review <InsuranceReview@poway.org> Subject: RE: Insurance review 1 RHQA52340107 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY COMMERCIAL PROPERTY COVERAGE PART BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS COVERAGE FORM SCHEDULE OF G Gr Ad Name of Designated Entity City of Poway Mailing Address or Email Address 13325 Civic Center Drive Poway, CA 92064 Number Days Notice 30 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of such cancellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of cancellation. Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. However, failure on our part to provide such notice shall not delay the effective date of cancellation of this insurance. In no event will coverage extend beyond the actual expiration, termination or cancellation of the policy. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 401-1252 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1 Client#: 1722613 14OPTIUS ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)1/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER McGriff Insurance Services 5850 Waterloo Road, Suite 240 Columbia, MD 21045 410 480-4400 CONTACT NAME: Jennifer Burton PHONE (ANC, No, Ext): 410 480-4400 FAX FAX No): 866-548-4197 E-MAIL SS: jennifer.burton@mcgriff.com ADDREg INSURER(S) AFFORDING COVERAGE _ NAIC# Hanover Insurance Company an INSURER A : p y 22292 INSURED PTI US Acquisitions LLC 999 Yamato Road Suite 100 Boca Raton, FL 33431 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY RHQA52340107 01/01/2022 01/01/2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE 0(Ea RENTED 51,000,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY S1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO - JECT X PER: LOC PRODUCTS - COMP/OPAGG $2,000,000 $ A AUTOMOBILE _ X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY AHQH87956200 01/01/2022 01/01/2023 (Ea OMBaccideINEDnt)SILIMIT $NGLE 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident)- $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UHQA52340207 01/01/2022 01/01/2023 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 $ DED X RETENTION SO A WORKERS COMPENSATION EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A WZQD794980 Phoenix Tower Intl Investments, LLC 01/07/2022 01/07/2023 X STATUTE MUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: US-CA-1381 If required by written contract, City of Poway including all associated, affiliated, allied and subsidiary entities of Landlord, now existing or hereafter created, and their respective elected and appointed officials, officers, boards, commissions, employees, agents are named as additional insured, on a primary and non-contributory basis, with regards to the General Liability policy, subject to (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Poway 13325 Civic Center Drive Poway, CA 92064 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S29377792/M29246468 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CDR DESCRIPTIONS (Continued from Page 1 policy provisions. A 30 Day Notice of Cancellation applies in favor of the City of Poway. `***SCHEDULE OF ADDITIONAL NAMED INSUREDS**** Phoenix Tower US Holdings, LP Phoenix Tower US Holdings (REIT), Inc. Phoenix Tower Holdings II, LLC Phoenix Tower US Development, LLC Phoenix Tower International Investments, LLC PTI Fiber California, LLC PTI Fiber, LLC PTI LT I, LLC PTI PR Development Sites II, LLC PTI PR Towers I, LLC PTI US Acquisitions, LLC PTI US Assets I, LLC PTI US Assets II, LLC PTI US Holding Company, LLC PTI US II, LLC PTI US Structurals, LLC PTI US Towers Acquisition, LLC PTI US Towers I, LLC PTI US Towers II, LLC PTI US, LLC Syscom Telecom, LLC Tower Assets Newco IX, LLC Tower Ventures Holdings, LLC PTI US TVII, LLC PTI US TVII Holdings, LLC. SAGITTA 25.3 (2016/03) 2 of 2 #529377792/M29246468 PTI US Acquisitions LLC RHQA52340107 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance: Additional Insured — Primary and Non -Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: (1) Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When (2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in (3) below. (2) Excess Insurance (a) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (iii) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property (3) damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (b) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (c) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (i) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Method Of Sharing (a) If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. (b) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 421-0452 12 14 Includes copyrighted materials of Insurance Services Office, Inc., with its permission. This page has been left blank intentionally. PTI US Acquisitions LLC RHQA52340107 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non -Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage— Borrowed Equipment, Customers Goods &Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments— Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: 421-2915 06 15 (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; (3) or Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (5) (3) (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) (5) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and 421-2915 06 15 advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION I11 — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. — Primary and Non - Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each (3) 421-2915 06 15 insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from"bodily injury". 5. Broad Form Equipment, Elevators a. Property Damage — Borrowed Customers Goods, Use of SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V — DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments — Extended Reporting Period a. SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 421-2915 06 15 10. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g• Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.AII reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4